DevvStream Corp. 8-K

What Happened
DevvStream Corp. announced it entered into a Settlement Agreement and Mutual Release with Helena Global Investment Opportunities 1 Ltd. on June 8, 2026 resolving disputes under a senior secured convertible promissory note dated July 18, 2025 (original principal $10,000,000). The agreement honors Helena’s outstanding conversion notices totaling $295,000 in principal, applies an agreed digital-asset collateral credit of $2,600,000, and leaves a Remaining Debt of $1,000,000 that remains convertible under the note’s Event of Default Discount Price. The settlement also includes mutual releases, default/cure provisions, and other customary remedies.

Key Details

• Note originally issued July 18, 2025 in the original principal amount of $10,000,000; Helena asserted a Notice of Exclusive Control on May 28, 2026 claiming an asserted default amount of ~ $4.5M.
• Conversion share delivery: Helena’s conversion notices (June 1 & June 4, 2026) totaling $295,000 principal to be settled by share delivery no later than 10:00 AM ET on June 8, 2026.
• Collateral credit: Digital-asset collateral held in BitGo credited at $2,600,000 (Helena retains possession/control).
• Remaining Debt: $1,000,000 outstanding, still convertible at the Event of Default Discount Price; converted shares subject to a “leak-out” sales cap of 10% of 10-day average daily trading volume.
• Helena irrevocably consents to DevvStream’s proposed business combination with XCF Global, Inc. and Southern Energy Renewables, Inc., and permanently waives Section 13 termination rights; this consent survives any default under the Settlement Agreement.

Why It Matters
The settlement removes an active dispute with a major noteholder, monetarily reducing the company’s asserted obligations by applying $2.6M of collateral value and satisfying $295k of conversion notices, leaving $1M still convertible. For investors, the remaining convertible exposure and the 10% leak-out cap could still cause dilution if converted and sold, but Helena’s irrevocable consent to the proposed merger reduces a key legal obstacle to the business combination with XCF and Southern. Also note Helena keeps custody of the digital-asset collateral, so DevvStream does not regain those assets as part of the settlement.